HomeMy WebLinkAboutD-1562-02 FAILED
Sponsor: Council President Wilson
ORDINANCE NO. D-1562-02
AN ORDINANCE OF THE CITY OF CARMEL, IN lANA,
AUTHORIZING THE ISSUANCE AND SALE OF COUNTY OPTION
INCOME TAX REVENUE BONDS OF THE CITY OF CARMEL,
INDIANA, TO PROCURE FUNDS TO BE APPLIED TO T COSTS OF
THE ACQUISITION, CONSTRUCTION, INSTAL ATION . AND
EQUIPPING OF A MOTOR VEHICLE FLEET AINTENANCE
FACILITY AND SALT BARNS FOR THE STREET EPARTMENT OF
THE CITY AND ROAD AND INTERSECTIO IMPROVEMENTS
WITHIN THE CITY, TOGETHER WITH CO TS AND EXPENSES
INCIDENTAL THERETO, INCLUDING COS S ANWX ENSES IN
CONNECTION WITH THE ISSUANCE OF T · BON S.
. . U .
WHEREAS, <he H'mil~~" I"" me T~oil bM p,,~io",ly ,doplod ~
ordinance imposing the county oPti~1 ~ole ax ~arT") on taxpayers. of Hamilton
County, Indiana, pursuant to India~\2 6- .5-6, as~ed (the "Act"); and
WHEREAS, ~rov' es that revenue derived from the imposition of the
carT shall be distribid to\ Co ty, thly on the first day of each month and further
distributed in accord~ "lith the ct to tH civil taxing units in the County, including the City
. of Carmel, Indiana (the ~i~") he ~stributive share of each such monthly distribution is
hereinafter referred to as the' onthly Distribution"); and
WHERE , th~d of Public Works and Safety (the "Board") of the City has
filed with the Comm ~ of the City (the "Common Council") its Resolution and its
Estimate and Requ st shO~ the costs of financing the acquisition, construction, installation
and equipping 0 any or all or any portion of (i) a motor vehicle fleet maintenance facility and
for the Street Department of the City and (ii) certain local road and intersection
in the City, together with storm sewer, drainage and other infrastructure
i~provements related thereto, as more particularly described in Exhibit A attached hereto
(collectively, the "Project"), finding a need for the issuance of bonds to finance the costs of the
Project, presenting the form of a bond ordinance and additional appropriation ordinance, and
recommending the issuance of bonds of the City for such purpose to the Common Council; and
WHEREAS, the aggregate cost of the Project requested by the Board and
described above, along with costs and expenses incidental thereto, including the costs of issuance
of bonds therefor, is in an estimated amount of at least Eight Million Eight Hundred Thousand
Dollars ($8,800,000); and
WHEREAS, the Project and the financing by the City of the Project, together with
costs and expenses incidental thereto, are necessary and are authorized by the Act and Indiana
Code 36-9-2-5 and will be of general benefit to the City and its citizens; and
WHEREAS, the City does not have sufficient funds available or provided for in
the existing budgets or tax levies that may be applied to the cost of the Project, together with
costs and expenses incidental thereto, making it necessary to authorize the issuance of COlT
revenue bonds of the City; and
WHEREAS, pursuant to Ordinance No. D-1302-97, adopted by the Common
Council on July 7, 1997 (the "COlT Ordinance"), the City has previously pledged and assigned a
portion of the City's Monthly Distributions of COlT revenues for the payment of any bond, note,
warrant or other evidence of indebtedness, any lease or other obligation (any bond, note, warrant
or other evidence of indebtedness, any lease or other obligation, individually, an "Obligation"
and collectively, the "Obligations") identified by ordinance of the Common Council as an
obligation secured by the COlT Ordinance (any Obligation so identified as an obligation secured
by the COlT Ordinance, individually, a "Secured Obligation" and, collectively, the "Secured
.2-
]N]MAN] 57943]v]
O,bligations"), on a parity basis if certain conditions are satisfied; and
WHEREAS, the currently outstanding Secured Obligations entitled to the pledge
and assignment of the Monthly Distributions of COlT revenues under the COlT Ordinance on a
parity basis consist of (i) that certain Lease Agreement dated as of July 8, 1997, as amended (the
"1997 Lease"), between the City of Carmel Redevelopment Authority (the "Redevelopment
Authority") and the City of Carmel Redevelopment Commission (the "Redevelopment
Commission") securing certain bonds of the Redevelopment Authority designated "City of
Carmel Redevelopment Authority County Option Income Tax Lease Rental Revenue Bonds of
,1997," dated August I, 1997, outstanding on the date hereof in the amount of Twenty-Eight
Million Seven Hundred Thirty-Five Thousand Dollars ($28,735,000), bearing interest at various
rates and maturing in various amounts semiannually on January 1 and July I in the years 2002 to
2018, inclusive; and (ii) the bonds of the Redevelopment District of the City, designated as the
"City of Carmel, Indiana, Redevelopment District Taxable County Option Income TaX Revenue
Bonds of 1998 (City Center Redevelopment Project)," dated April I, 1998, outstanding on the
date hereof in the amount of Nine Million Six Hundred Fifty Thousand Dollars ($9,650,000),
bearing interest at various rates and maturing in various amounts semiannually on June 15 and
December 15 in the years 2002 to 2018, inclusive; and
WHEREAS, the COlT Ordinance permits additional pledges and assignments of
the Monthly Distributions of COlT revenues under the COlT Ordinance ranking on a parity with
the outstanding Secured Obligations, so long as certain conditions are met, which conditions will
be met upon the issuance of the hereinafter-defined Bonds; and
WHEREAS, the Common Council of the City now finds that all conditions
precedent to the adoption of an ordinance authorizing the issuance of COlT revenue bonds as
.3-
[NIMAN[ 579431v[
S~curedObligations, on a parity with the outstanding Secured Obligations, to provide the
necessary funds to be applied to the cost of the Project, along with costs and expenses incidental
thereto, including the costs of issuance of bonds therefor, have been complied with in accordance
with the provisions of the COlT Ordinance, the Act and all other provisions of the Indiana Code
relating to the issuance of such bonds;
NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF
THE CITY OF CARMEL, INDIANA, as follows:
SECTION]. The City is hereby authorized to make a loan in the principal
,amount not to exceed Eight Million Eight Hundred Thousand Dollars ($8,800,000), for the
purpose of providing funds to be applied to the costs of any or all or any portion of the Project,
together with expenses incurred in connection therewith (including any capitalized interest as
recommended by the City's financial advisor), including the costs of the is'suance of bonds.
Changes to the Project shall be subject to an agreement as set forth in Exhibit B attached hereto.
SECTION 2. In order to procure this loan, the City is hereby authorized and
directed to have prepared and to issue and sell negotiable COlT revenue bonds of the City, to be
designated as "City of Carmel, Indiana, County Option Income Tax Revenue Bondsof2002," in
an aggregate principal amount not to exceed Eight Million Eight Hundred Thousand Dollars
($8,800,000) (the "Bonds"). The Bonds shall be payable solely from COlT revenues deposited
into the Sinking Fund (as hereinafter defined), subject to the parity claim of the outstanding
Secured Obligations. None of the provisions of this Ordinance shall be construed to impair the
rights of the holders of the outstanding Secured Obligations. The Mayor of the City (the
"Mayor") is authorized to employ the firm ofH. J. Umbaugh & Associates, Indianapolis, Indiana
(the "Financial Advisor"), to perform any and all computations necessary to confirm the
-4-
INIMAN1579431vl
-5-
INIMANI519431vl
A.gent") shall be appointed by the Clerk-Treasurer of the City (the "Clerk-Treasurer") as
specified in the Clerk-Treasurer's Certificate. The Registrar and Paying Agent is hereby charged
with the performance of all duties and responsibilities customarily associated with the position of
the Registrar and Paying Agent, including without limitation the authentication of the Bonds.
The Mayor and the Clerk-Treasurer are hereby authorized and directed to enter into such
agreements or understandings with the appointed Registrar and Paying Agent as will enable and
facilitate the performance of its duties and responsibilities, and are authorized and directed to pay
such fees as the Registrar and Paying Agent may reasonably charge for its services in such
,capacities, with such fees to be paid from available funds of the City.
The principal of and premium, if any, on the Bonds shall be payable at the
principal corporate trust office of the Registrar and Paying Agent. Interest on the Bonds shall be
paid by check or draft mailed or delivered one (1) day prior to each Interest Payment Date to the
registered owner thereof at the address as it appears on the registration books kept by the
Registrar and Paying Agent as of the last day of the month immediately preceding the Interest
Payment Date or at such other address as is provided to the Registrar and Paying Agent in
writing by such registered owner. Notwithstanding anything in this Ordinance to the contrary, so
long as The Depository Trust Company, New York, New York ("DTC"), or its nominee, or any
successor thereto, is the registered owner of the Bonds, the principal of and premium, if any and
interest on the Bonds will be paid directly to DTC by wire transfer in same day funds by the
Registrar and Paying Agent. All payments on the Bonds shall be made in any coin or currency
of the United States of America which, on the dates of such payments, shall be legal tender for
the payment of public and private debts.
The Bonds may, in compliance with all applicable laws, be issued and held in
-6-
rNIMANI579431vl
bllok-entry form on the books of DIC, its successors, or any successor central depository system
appointed by the City from time to time (the "Clearing Agency"). Ihe City and Registrar may,
in connection therewith, do or perform or cause to be done or performed any acts or things not
adverse to the rights of the holders of the Bonds, as are necessary or appropriate to accomplish or
recognize such book-entry form Bonds.
During any time that the Bonds are held in book-entry form on the books of a
Clearing Agency (1) any such Bond may be registered upon the books kept by the Registrar in
the name of such Clearing Agency, or any nominee thereof, including CEDE & Co., as nominee
,of DIC; (2) the Clearing Agency in whose name such Bond is so registered shall be, and the
City and the Registrar and Paying Agent may deem and treat such Clearing Agency as, the
absolute owner and holder of such Bond for all purposes of this Ordinance, including, without
limitation, the receiving of payment of the principal of, premium, if any, on and interest on such
Bond, the receiving of notice and giving of consent; (3) neither the City nor the Registrar or
Paying Agent shall have any responsibility or obligation hereunder to any direct or indirect
participant, within the meaning of Section 17 A of the Securities Exchange Act of 1934, as
amended, of such Clearing Agency, or any person on behalf of which, or otherwise in respect of
which, any such participant holds any interest in any Bond, including, without limitation, any
responsibility or obligation hereunder to maintain accurate records of any interest in any Bond or
any responsibility or obligation hereunder with respect to the receiving of payment of principal,
premium, if any, or interest on any Bonds, the receiving of notice or the giving of consent;
(4) the Clearing Agency is not required to present any Bond called for partial redemption prior to
receiving payment so long as the Registrar and Paying Agent and the Clearing Agency have
agreed to the method for noting such partial redemption; and (5) payment of the principal of and
-7-
INIMANl579431vl
p~emium, if any, and interest on any Bond shall be made by wire transfer in same day funds.
If either (i) the City receives notice from the Clearing Agency which is currently
the registered owner of the Bonds to the effect that such Clearing Agency is unable or unwilling
to discharge its responsibility as a Clearing Agency for such Bonds or (ii) the City elects to
discontinue its use of such Clearing Agency as a Clearing Agency for such Bonds, then the City
and Registrar and Paying Agent each shall do or perform or cause to be done or performed all
acts or things, not adverse to the rights of the holders of the Bonds, as are necessary or
appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the Bonds and
,to transfer the ownership of each of the Bonds to such person or persons, including any other
Clearing Agency, as the holder of the Bonds may direct in accordance with this Ordinance. Any
expenses of such discontinuance and transfer, including expenses of printing new certificates to
evidence the Bonds, shall be paid by the City.
During any time that the Bonds are held in book-entry form on the books of a
Clearing Agency, the Registrar and Paying Agent shall be entitled to request and rely upon a
certificate or other written representation from the Clearing Agency or any participant or indirect
participant with respect to the identity of any beneficial owners of such Bonds as of a record date
selected by the Registrar and Paying Agent. For purposes of determining whether the consent,
advice, direction or demand of a registered owner of the Bond has been obtained, the Registrar or
Paying Agent shall be entitled to treat the beneficial owners of the Bonds as the Bondholders.
During any time that the Bonds are held in book-entry form on the books of a
Clearing Agency, the Mayor and the Clerk-Treasurer, and each of them, is authorized to enter
into a Blanket Letter of Representations agreement with the Clearing Agency, and the provisions
of any such Blanket Letter of Representations or any successor agreement shall control on the
.8-
INIMANI579431vl
matters set forth herein.
The Registrar and Paying Agent may at any time resign as Registrar and Paying
Agent by giving thirty (30) days' written notice to the City and by first-class mail to each
registered owner of Bonds then outstanding, and such resignation will take effect at the end of
such thirty (30) days or upon the earlier appointment of a successor Registrar and Paying Agent
by the City. Such notice to the City may be served personally or be sent by registered mail. The
Registrar and Paying Agent maybe removed at any time as Registrar and Paying Agent by the
City, in which event the City may appoint a successor Registrar and Paying Agent. The City
,shall cause each registered owner of Bonds then outstanding to be notified by first-class mail of
the removal of the Registrar and Paying Agent. Notices to registered owners of Bonds shall be
deemed to be given when mailed by first-class mail to the addresses of such registered owners as
they appear on the registration books kept by the Registrar and Paying Agent. .
Any predecessor Registrar and Paying Agent shall deliver all of the Bonds and
cash in its possession with respect thereto, together with the registration books, to the successor
'. Registrar and Paying Agent. The Mayor and the Clerk-Treasurer are hereby authorized to act on
behalf of the City with regard to any of the aforementioned actions of the City relating to the
resignation or removal of the Registrar and Paying Agent and appointment of a successor
Registrar and Paying Agent. In addition, the Mayor and the Clerk-Treasurer are. hereby
authorized and directed, on behalf of the City, to enter into such agreements or understandings
with any subsequent Registrar and Paying Agent as will enable it to perform the services
required of it. Any such subsequent Registrar and Paying Agent shall be paid for its services out
of available funds of the City.
SECTION 4. The Bonds shall bear an original date which shall be the day on
-9-
INIMAN1579431v1
which month in which the Bonds are delivered, and each Bond shall also bear the date of its
authentication. Any Bond authenticated on or before last day of the month preceding the first
Interest Payment Date, shall pay interest from its original date. Any Bond authenticated
thereafter shall pay interest from the Interest Payment Date next preceding the date of
authentication of such Bond unless the Bond is authenticated after the last day of the month
preceding an Interest Payment Date and on or before such Interest Payment Date, in which case
interest thereon shall be paid from such Interest Payment Date.
SECTION 5. (a) At the option of the successful bidder for the Bonds, all or a
portion of the Bonds may be aggregated into one or more term bonds payable from mandatory
sinking fund redemption payments (the "Term Bonds") required to be made as set forth below.
The Term Bonds shall have a stated maturity or maturities of June IS or December 15 of the
years 2003 through the final maturity of the Bonds, as shall be set forth in the certificate of the
Clerk-Treasurer with respect to the award of the Bonds (the "Award Certificate").
In the event that the successful bidder opts to aggregate certain Bonds into Term
Bonds, such Term Bonds shall be subject to mandatory -sinking fund redemption prior to
maturity at a redemption price equal to 100% of the principal amount thereof, plus accrued
interest to the redemption date, but without premium, on June 15 and December 15 of each year
and in the principal amount set forth in the Award Certificate.
The Registrar shall credit against any mandatory sinking fund redemption
requirement for a Term Bond of a particular maturity, any Bonds of such maturity purchased for
cancellation by the City and cancelled by the Registrar and not theretofore applied as a credit
against any mandatory sinking fund redemption requirement. Each Bond so purchased shall be
credited by the Registrar at 100% of the principal amount thereof against the mandatory sinking
-10-
lNIMANI579431vl
(b) Based upon the advice of the Financial Advisor, the Bonds maturing on or
after such dates as reflected in the Clerk- Treasurer's Certificate prior to the sale of the Bonds
shall be subject to redemption at the option of the City, in whole or in part, upon thirty (30) days'
written notice to the registered owner or owners of Bonds to be redeemed, on such dates as are
set forth in the Clerk- Treasurer's Certificate based upon the advice of the Financial Advisor prior
-11-
lNIMAN1579431v1
tc\ the sale of the Bonds (but in no event prior to December 15, 2009), in amounts and maturities
determined by the City and by lot within any such maturity or maturities, at a redemption price
of one hundred percent (100%) of the principal amount thereof with a premium of not greater
than two percent (2%) as set forth in the Clerk-Treasurer's Certificate based upon the advice of
the Financial Advisor prior to the sale of the Bonds, plus accrued interest to the redemption date.
Notice of such redemption shall be sent by certified or registeredtnail at least
thirty (30) days and not more than sixty (60) days prior to the scheduled redemption-date to each
of the registered owners of the Bonds called for redemption (unless waived by any such
,registered owner) at the address shown on the registration books of the Registrar. The notice
shall specify the date and place of redemption, and the registration numbers of the Bonds called
for redemption. The place of redemption may be at the principal corporate trust office of the
_ Registrar or as otherwise determined by the City. Interest on the Bonds so called for redemption
shall cease to accrue on the redemption date fixed in such notice, if sufficient funds are available
at the place ofredemption to pay the redemption price on the redemption date.
In addition to the foregoing notice, the City may also direct that further notice of
redemption of the Bonds be given, including without limitation and at the option of the City,
notice described in paragraph (i) below given by the Registrar to the parties described in
paragraphs (ii) and (iii) below. No defect in any such further notice and no failure to give all or
any portion of any such further notice shall in any manner defeat the effectiveness of any call for
redemption of Bonds so long as notice thereof is mailed as prescribed above.
(i) If so directed by the City,each further notice of redemption given
hereunder shall contain the i~formation required above for an official notice of
redemption plus (I) the CDSI? numbers ofall Bonds being redeemed; (2) the date
-12-
INIMANI579431v1
of issue of the Bonds as originally issued; (3) the rate of interest borne by each
Bond being redeemed; (4) the maturity date of each Bond being redeemed; and
(5) any other descriptive information needed to identify accurately the Bonds
being redeemed.
(ii) If so directed by the City, each further notice of redemption shall
be sent at least thirty-five (35) days before the redemption date by registered or
certified mail or overnight delivery service to all registered securities depositories
then in the business of holding substantial amounts of obligations of types
comprising the Bonds and to one or. more national information services that
disseminate notices of redemption of obligations such as the Bonds.
(iii) If so directed by the City, each such further notice shall be
published one time in The Bond Buver of New York, New York or, if the
Registrar believes such publication is impractical or unlikely to reach a substantial
number of the holders of the Bonds, in some other financial newspaper or journal
which regularly carries notices of redemption of other obligations similar to the
Bonds, such publication to be made at least thirty (30) days prior to the date fixed
for redemption.
Upon the payment of the redemption price of the Bonds being redeemed and if so
directed by the City, each check or other transfer of funds issued for such purpose shall bear the
CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds
of such check or other transfer.
Notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds so to be redeemed shall, on the redemption date, become due and payable at the
.13-
INIMAN1579431vl
r~demption price therein specified, and from and after such date (unless the City shall default in
the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear
interest. Upon surrender of such Bonds for redemption in accordance with said notice, such
Bonds shall be paid by the Registrar at the redemption price. Installments of interest due on or
. prior to the redemption date shall be payable as herein provided for payment of interest. Upon
surrender for any partial redemption of any Bond, there shall be prepared for the registered
owner a new Bond or Bonds in the amount of the unpaid principal. All Bonds which have been
redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued.
SECTION 6. Each Bond shall be transferable or exchangeable only upon the
books of the City kept for that purpose at the principal office of the Registrar and Paying Agent,
by the registered owner thereof in person, or by his attorney duly authorized in writing, upon
surrender of such Bond, together with a written instrument of transfer or exchaiIge satisfactory to
the Registrar and Paying Agent duly executed by the registered owner or his attorney duly
authorized in writing, and thereupon a new fully registered Bond or Bonds in the same aggregate
principal amount and of the same maturity shall be executed and delivered in the name of the
transferee or transferees or the registered owner, as the case may be, in exchange therefor. The
Bonds may be transferred or exchanged without cost to the registered owner, except for any tax
or governmental charge required to be paid with respect to the transfer or exchange. The
Registrar and Paying Agent shall not be obligated to make any exchange or transfer of Bonds
during the period of fifteen days immediately preceding an Interest Payment Date or to make any
exchange or transfer of a Bond after notice calling such Bond has been mailed.
The person in whose name any Bond shall be registered shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of the principal, premium
.14-
INIMANI579431vl
o~ interest on any Bond shall be made duly to or upon the order of the registered owner thereof
or his legal representative. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Bond to the extent of the sum or sums so paid.
No service charge shall be made for any transfer or exchange of Bonds, but the
City or the Registrar and Paying Agent may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer or exchange
of Bonds except in the case of the issuance of a Bond or Bonds for the unredeemed portion of a
Bond surrendered for redemption.
In the event any Bond is mutilated, lost, stolen or destroyed, the City may execute
and the Registrar and Paying Agent may authenticate a new Bond of like date, maturity and
denomination as the mutilated, lost, stolen or destroyed Bond, which new Bond shall be marked
in a manner to distinguish it from the Bond for which it was issued; provided, that in the case of
any mutilated Bond, such mutilated Bond shall first be surrendered to the City and the Registrar
and Paying Agent, and in the case of any lost, stolen or destroyed Bond, there shall be first
furnished to the City and the Registrar and Paying Agent evidence of such loss, theft or
destruction satisfactory to the City and the Registrar and Paying Agent, together with indemnity
satisfactory to them. In the event any such lost, stolen or destroyed Bond shall have matured or
been called for redemption, instead of causing to be issued a duplicate Bond, the City and the
Registrar and Paying Agent may, upon receiving indemnity satisfactory to them, pay the same
without surrender thereof. The City and the Registrar and Paying Agent may charge the owner
of such Bond with their reasonable fees and expenses in connection with the above. Every
substitute Bond issued by reason of any Bond being lost, stolen or destroyed shall, with respect
to such Bond, constitute a substitute contractual obligation of the City, whether or not the lost,
-15-
lNIMANI519431vl
stolen or destroyed Bond shall be found at any time, and shall be entitled to all the benefits of
this Ordinance, equally and proportionately with any and all other Bonds duly issued hereunder.
In the event that any Bond is not presented for payment or redemption on the date established
therefor, the City may deposit in trust with the Paying Agent an amount sufficient to pay such
Bond or the redemption price thereof, as appropriate, and thereafter the owner of such Bond shall
look only to the funds so deposited in trust with the Paying Agent for payment and the City shall
have no further obligation or liability 'with respect thereto.
SECTION 7. The Bonds shall be executed in the name of the City by the manual
,or facsimile signature of the Mayor and attested by the manual or facsimile signature of the
Clerk-Treasurer, who shall cause the official seal of the City to be impressed ,or a facsimile
thereof to be printed or otherwise reproduced on each of the Bonds. In the event that any officer
whose signature appears on any Bond shall cease to be such officer for any reason before the
delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes,
the same as if such officer had been in such office at the time of delivery. Subject to the
provisions for registration set forth in this Ordinance, the Bonds shall be negotiable under the
laws of the State ofIndiana.
The Bonds shall be authenticated with the manual signature of a duly authorized
representative of the Registrar and Paying Agent, and no Bond shall be valid or obligatory for
any purpose until the certificate of authentication on such Bond shall have been so executed.
SECTION 8. The form and tenor of the Bonds shall be substantially as follows
(all blanks to be properly completed prior to the preparation of the Bonds):
-16-
INIMANI579431vl
[Form of Face of Bond]
UNITED STATES OF AMERICA
State of Indiana
County of Hamilton
No. 02R-
$
City of Carmel, Indiana
County Option Income Tax Revenue Bond of2002
INTEREST
RATE
MATURITY
DATE
ORIGINAL
DATE
AUTHENTlCA nON
DATE
CUSIP
REGISTERED OWNER:
PRINCIPAL SUM:
,
The City of Carmel, in Hamilton County, Indiana (the "City"), for value received, hereby promises to pay
to the Registered Owner specified above, or registered assigns, upon surrender hereof, solely out of the special
revenue fund hereinafter referred to, the Principal Amount stated above on the Maturity Date specified above (unless
this bond be subject to and be called for redemption prior to maturity as hereinafter provided), and to pay interest
thereon until the Principal Amount is paid upon redemption or at maturity, at the Interest Rate per'annum specified
above and from the interest payment date to which interest has been paid or duly provided for next preceding the
Date of Authentication of this bond as shown above (except if this bond is authenticated after the last day of the
month immediately preceding an interest payment date and the interest payment date, it shall bear interest from such
interest payment date and except if this bond is authenticated on or before , 200-, it shall bear
interest from the Original Date specified above), with such interest payable semiannually on June 15 and
December 15 of each year, commencing ,200_.
The principal of and premium, if any, on this bond is payable at the principal corporate trust office of
, in the City of , Indiana, or of any successor registrar and paying
agent appointed under the Ordinance hereinafter mentioned (the "Registrar and Paying Agent"). Inten;st hereon will
be paid by cash or draft mailed or delivered one (I) day prior to each interest payment date by the Registrar and
Paying Agent to the Registered Owner hereof at the address as it appears on the registration books of the Registrar
and Paying Agent as of the last day of the month immediately preceding the applicable interest payment date or at
such other address as is furnished to the Registrar and Paying Agent in writing by such Registered Owner.
Notwithstanding anything in this bond to the contrary, so long as The Depository Trust Company, New York, New
York ("DTC"), or its nominee, or any successor thereto, is the registered owner of the Bonds, the principal of and
premium, if any, and interest on the Bonds will be paid directly to DTC by wire transfer in same day funds by the
Registrar and Paying Agent. All payments on this bond shall be made in any coin or currency of the United States
of America which, on the dates of such payments, shall be legal tender for the payment of public and private debts.
The Bonds shall initially be issued and held in book-entry form on the books of DTC, its successors or any
successor central depository system appointed by the City from time to time. The City and the Registrar and Paying
Agent may, in connection therewith, do or perform or cause to be done or performed any acts or things; not adverse
to the rights of the holders of the Bonds, as are necessary or appropriate to accomplish or recognize such book-entry
form Bonds.
This bond and the other bonds of this issue, together with the interest payable hereon and thereon, is
payable solely from and secured by an irrevocable pledge of and constitutes a first charge upon all of the county
option income tax revenues distributed to the City pursuant to Indiana Code 6-3.5-6, and the laws amendatory
-17-
INIMAN t 579431 v I
thereof and supplemental thereto (the "Act"), deposited into the Sinking Fund (as hereinafter described), subject to
the parity claim of the Outstanding Secured Obligations (as hereinafter defined). The City is not and shall not be
obligated to pay the principal of or interest on this bond except from such Sinking Fund, and this bond does not and
shall not constitute an indebtedness of the City within the meaning of the provisions and limitations of the
constitution of the State of Indiana.
The City and the Registrar and Paying Agent may deem and treat the Registered Owner hereof as the
absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and the premium, if
any, and interest due hereon and for all other purposes, and neither the City nor the Registrar and Paying Agent shall
be affected by any notice to the contrary.
This bond shall not be valid or become obligatory for any purpose until the certificate of authentication
hereon shall have been duly executed by a duly authorized representative of the Registrar and Paying Agent.
THE TERMS AND PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE SIDE
HEREOF AND SUCH CONTINUED TERMS AND PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH ON THE FRONT SIDE OF THIS BOND AT THIS PLACE.
The City hereby certifies, recites and declares that all acts, conditions and things required to be done
precedent to and in the preparation, execution, issuance and delivery of this bond have been done and performed in
'regular and due form as provided by law.
IN WITNESS WHEREOF, the City of Carmel, in Hamilton County, State of Indiana, by ordinance of its
Common Council, has caused this bond to be executed in its corporate name and on its behalf by the manual or
facsimile signature of its duly elected, qualified and acting Mayor and attested by the manual or facsimile signature
of its duly elected, qualified and acting Clerk-Treasurer, who has caused the official corporate seal of the City to be
impressed or a facsimile thereof to be printed or otherwise reproduced hereon, all as of the Original Date shown
above.
CITY OF CARMEL, INDIANA
By:
Mayor
(SEAL)
ATTEST:
Clerk-Treasurer
CERTIFICATE OF AUTHENTICATION
This bond is one of the City of Carmel, Indiana, County Option Income Tax Revenue
Bonds of2002, issued and delivered pursuant to the provision of the within-mentioned ordinance.
as Registrar and Paying Agent
By:
Authorized Representative
[Reverse of Bond]
-18-
lNIMANI579431vl
, This bond is one of an authorized issue of bonds of the City, of like date, tenor and effect, except as to
numbering, interest rates and dates of maturity, in the total amount of ' Dollars
($ ), numbered consecutively from 02R-I upwards, issued for the purpose of providing funds to pay
the cost of the acquisition and construction ofa motor vehicle fleet maintenance facility and three salt barns for the
Street Department of the City and certain local road and intersection improvements within the City and all expenses
necessarily incurred in connection with the issuance of such bonds; as authorized by an ordinance adopted by the
Common Council of the City on , 2002, entitled "an Ordinance of the City of Carmel, Indiana,
authorizing the issuance and sale of county option income tax revenue bonds of the City of Carmel, Indiana, to
procure funds to be applied to the costs of the acquisition, construction, installation and equipping ofa motor vehicle
fleet maintenance facility and salt barns for the Street Department of the City and road and intersection
improvements within the City, together with costs and expenses incidental thereto, including costs and .expenses in
connection with the issuance of the bonds" (the "Ordinance") and the Indiana Code.
This bond is issuable only in fully registered form in the denomination of $5,000 or any integral multiple
thereof not exceeding the aggregate principal amount of the bonds of this issue maturing in any oneyear.
Pursuant to the provisions of the Ordinance, the principal of and interest on this bond and all other bonds of
this issue are payable solely from the Sinking Fund (heretofore created by the Ordinance) provided from county
option income tax revenues distributed to the City pursuant to the Act, subject to the parity claim of the Outstanding
Secured Obligations. This bond does not and shall not constitute an indebtedness of the City within the meaning of
'the provisions and limitations of the constitution of the State of Indiana, and the City is not 'and shall not be
obligated to pay this bond or the interest thereon except from Sinking Fund provided from such county option
income tax revenues. The City irrevocably pledges all county option income tax revenues deposited into the
Sinking Fund to the prompt payment of the principal of and interest on the bonds authorized and issued pursuant to
the Ordinance, including this bond, subject to the parity claim of the Outstanding Secured Obligations on such
revenues.
Pursuant to and in accordance with Ordinance No. D-1302-97, adopted by the Common Council of the City
on July 7, 1997 (the "COlT Ordinance"), the pledge of county option income tax revenues to the payment of the
bonds of this issue is on a parity with a pledge by the City of county option income tax revenues received or to be
received by the City from the City's distributive share of the county option income tax pursuant to the Act to the
payment of (i) certain lease rentals under a Lease Agreement, dated as of July 8, 1997, between the City of Carmel
Redevelopment Authority (the "Redevelopment Authority") and the City of Carmel Redevelopment Commission, as
amended, securing certain bonds of the Redevelopment Authority designated "City of Carmel Redevelopment
Authority County Option Income Tax Lease Rental Revenue Bonds of 1997," dated August I, 1997, outstanding on
the date hereof in the amount of Twenty-Eight Million Seven Hundred Thirty-Five Thousand Dollars ($28,735,000),
bearing interest at various rates and maturing in various amounts semiannually on January I and July I in the years
2002 to 2018, inclusive; and (ii) debt service associated with the bonds of the Redevelopment District of the City,
designated as the "City of Carmel, Indiana, Redevelopment District Taxable County Option Income Tax Revenue
Bonds of 1998 (City Center Redevelopment Project)," dated April I, 1998, outstanding on the date hereof in the
amount of Nine Million Six Hundred Fifty Thousand'Dollars ($9,650,000), bearing interest at various rates and
maturing in various amounts semiannually on June 15 and December 15 in the years 2002 to 2018, inclusive
(collectively, the "Outstanding Secured Obligations"). Upon satisfaction of the conditions set forth in the COlT
Ordinance and the Ordinance, the City may from time to time by ordinance identify any bond, note, warrant or other
evidence of indebtedness, any lease or any other obligations, whether issued by the City, the Redevelopment
Commission or any other person or entity, as a Secured Obligation (as defined in the Ordinance) on a parity with the
bonds of this issue.
The City covenants that it will set aside and pay into the Sinking Fund a sufficient amount of the county
option income tax revenues to meet (a) the interest on all bonds payable from such fund as such interest shall fall
due, (b) the necessary fiscal agency charges for paying the principal of and interest on all bonds, and (c) the
principal of all bonds payable from such fund as such principal shall fall due.
,20_, are subject to redemption prior to
, 20_, or at any time thereafter, in
The bonds of this issue maturing on or after
maturity, at the option of the City, in whole or in part, on
-19-
INtMANI579431vl
pdncipal amounts and maturities selected by the City, and by lot within any such maturity or maturities by the
Registrar and Paying Agent, at 100% of face value, together with the following premiums:
,20_, or
,20_;
_% if redeemed on
thereafter on or before
, 20_, or
,20_,
_% if redeemed on
thereafter on or before
plus accrued interest to the date of redemption.
Notice of such redemption shall be sent by registered or certified mail to the Registered Owner of this bond
not less than thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption, unless such
notice is waived by the Registered Owner. The place of redemption may be determined by the City. Interest on
bonds so called for redemption shall cease to accrue on the redemption date fixed in such notice, so long as
sufficient funds are available at the place of redemption to pay the redemption price on the redemption date or when
presented for payment. .
If this bond shall not be presented for payment or redemption on the date fixed therefor, the City may
,deposit in trust with the Registrar and Paying Agent an amount sufficient to pay such bond or the redemption price,
as appropdate, and thereafter the Registered Owner shall look only to the funds so deposited in trust with the
Registrar and Paying Agent for payment, and the City shall have no further obligation or liability with respect
thereto.
Subject to the provisions of the Ordinance regarding the registration of such bonds, this bond and all other
bonds of the issue of which this bond is a part are fully negotiable instruments under the laws of the State ofIndiana.
This bond is transferable or exchangeable only upon the books of the City kept for that purpose at the principal
office of the Registrar and Paying Agent by the Registered Owner hereof in person, or by his attorney duly
authorized in writing, upon surrender of this bond, together with a written instrument of transfer 'or exchange
satisfactory to the Registrar and Paying Agent duly executed by the Registered Owner or his attorney duly
authorized in writing, and thereupon a new fully registered bond or bonds in the same aggregate principal amount
and of the same maturity shall be executed and delivered in the name of the transferee or transferees or to the
Registered Owner, as the case may be, in exchange therefor. This bond may be transferred or exchanged without
cost to the Registered Owner, except for any tax or governmental charge required to be paid with respect to the
transfer or exchange. The Registrar and Paying Agent shall not be obligated to make any exchange or transfer of
this bond (i) during the fifteen (15) days immediately preceding an interest payment date on this bond or (ii) after
the mailing of any notice calling this bond for redemption. The City and the Registrar and Paying Agent for this
bond may treat and consider the person in whose name this bond is registered as the absolute owner hereof for all
purposes, including for the purpose of receiving payment of, or on account of, the principal hereof and the premium,
ifany, and interest due hereon. .
In the event this bond is mutilated, lost, stolen or destroyed, the City may cause to be executed and the
Registrar and Paying Agent may authenticate a new bond of like date, matudty and denomination. as this bond,
which new bond shall be marked in a manner to distinguish it from this bond; provided, that in the case of this bond
being mutilated, this bond shall first be surrendered to the Registrar and Paying Agent, and in the 'case of this bond
being lost, stolen or destroyed, there shall first be furnished to the Registrar and Paying Agent evidence of such loss,
theft or destruction satisfactory to the City and the Registrar and Paying Agent, together with indemnity satisfactory
to them. In the event that this bond, being lost, stolen or destroyed, shall have matured or been called for
redemption, instead of causing to be issued a duplicate bond, the City and the Registrar and Paying Agent may, upon
receiving indemnity satisfactory to them, pay this bond without surrender hereof. In such event, the City and the
Registrar and Paying Agent may charge the owner of this bond with their reasonable fees and expenses in
connection with the above. Every substitute bond issued by reason of this bond being lost, stolen or destroyed shall,
with respect to this bond, constitute a substitute contractual obligation of the City, whether or not this bond, being
lost, stolen or destroyed shall be found at any time, and shall be entitled to all the benefits of the Ordinance, equally
and proportionately with any and all other bonds duly issued thereunder.
.20-
lNIMANI 579431 vi
In the manner provided in the Ordinance, the Ordinance and the rights and obligations of the City and of
the owners of the bonds of this issue may (with certain exceptions as stated in the Ordinance) be modified or
amended with the consent of the owners of at least sixty percent (60%) in aggregate principal amount of outstanding
bonds of this issue exclusive of bonds, if any, owned by the City. Additional bonds ranking on a parity with the
bonds authorized by the Ordinance and other bonds, junior to the bonds authorized by the Ordinance, can be issued
in accordance with the terms of the Ordinance.
The bonds authorized and issued pursuant to the Ordinance, including this bond, are subject to defeasance
prior to redemption or payment as provided in the Ordinance, and the owner of this bond, by the acceptance hereof,
hereby agrees to all the terms and provisions contained in the Ordinance.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
(insert name and address)the within bond and all rights
thereunder, and hereby irrevocably constitutes and appoints attorney to transfer
the within bond on the books kept for the registration thereof with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears on the face of
the within bond in every particular, without alteration
or enlargement or any change whatsoever.
Signature Guarantee:
Notice: Signature(s) must be guaranteed by
an eligible guarantor institution participating
in a Securities Transfer Association
. recognized signature guarantee program.
(End ofBond Form)
SECTION 9. Prior to the sale of the Bonds, the Clerk-Treasurer shall cause to be
published a notice of intent to sell two times at least one week apart in the Dailv Ledger and the
Court & Commercial Record. The notice of such sale or a summary thereo(may also be
published in The Bond Buver, a financial journal published in the City and State of New York or
in any other publications, in the discretion of the Clerk-Treasurer. The notice must state that any
person interested in submitting a bid for the Bonds may furnish in writing, at the address set forth
-2]-
INlMANl579431v1
iry the notice, the person's name, address, and telephone number, and that any such person may
also furnish a telex number. The notice must also state: (1) the amount of the Bonds to be
offered; (2) the denominations; (3) the dates of maturity; (4) the maximum rate or rates of
interest; (5) the place of sale; and (6) the time within which the name, address and telephone
number must be furnished, which must not be less than seven days after the last publication of
the notice. Each person so registered shall be notified of the date and time bids will be received
not less than twenty-four (24) hours before the date an.d time of sale. The notification shall be
made by telephone at the number furnished by the person, and by telex if the person furnishes a
,telex number. Such notice may also include such other information as the Clerk-Treasurer shall
. deem necessary. Such notice shall provide, among other things, that each bid shall be
accompanied by a certified or cashier's check or a financial surety bond from an insurance
company in the amount of one percent (1 %) of the principal amount of the Bonds to guarantee
performance on the part of the bidder; that if the Bonds are awarded to a bidder who has
submitted a financial surety bond to the City, then such bidder must submit the required amount
of the good faith deposit to the City in the form of a certified or cashier's check (or a wire
transfer consisting of immediately available funds to the City as instructed by the City) not later
than 3:00 p.m. (local time) on the next business day following the award by the City; that if such
check or wire transfer is not received by that time, the financial surety bond may be drawn upon
by the City to satisfy the deposit requirements; and that in the event the successful bidder shall
fail or refuse to accept delivery of and pay for the Bonds as soon as the Bonds are ready for
delivery, or at the time fixed in the notice of intent to sell bonds, then such check and the
proceeds thereof shall become the property of the City and shall be considered as the City's
liquidated damages on account of such default.
.22-
INIMANI579431vl
All bids for Bonds shall be sealed and shall be presented to the Clerk-Treasurer at
the Clerk- Treasurer's office, or such other place as designated by the Clerk-Treasurer, and the
Clerk-Treasurer shall continue to receive all bids offered until the hour fixed for the sale of the
Bonds, at which time and place the Clerk-Treasurer or her designee shall open and consider each
bid. Bidders for the Bonds shall be required to name the rate or rates of interest which the Bonds
are to bear, not exceeding eight percent (8%) per annum. Such interest rate or rates shall be in
multiples of one-eighth (1/8) or one-twentieth (1/20) of one percent (I %). Bids specifying more
than one interest rate shall also specify the amount and maturities of the Bonds bearing each rate,
,and all Bonds maturing on the same date shall bear the same rate of interest. The interest rate on
Bonds of a given maturity must be at least as great as the interest rate on Bonds of any earlier
maturity. Subject to the provisions set forth below, the Clerk-Treasurer shall award the Bonds to
the bidder offering the lowest net interest cost to the City, to be determined by computing the
total interest on all of the Bonds from the date thereof to their maturities and deductirig therefrom
the premium bid, if any, or adding thereto the amount of any discount. No bid for less than 98%
of the par value of the Bonds (or such higher percentage of the par value of the Bonds as the
Clerk-Treasurer, with the advice of the Financial Advisor, shall determine prior to the
publication of the notice of intent to sell), plus accrued interest at the rate or rates named to the
date of delivery, will be considered. The Clerk-Treasurer shall have full right to reject any and
all bids. In the event no acceptable bid is received at the time fixed for the sale of the Bonds, the
Clerk-Treasurer shall be authorized to continue to receive bids from day to day there'after for a
period not to exceed thirty (30) days, without readvertising, pursuant to Indiana law. During the
continuation of the sale, no bid shall be accepted which offers an interest cost which is equal to
.23-
INIMANI579431v1
01: higher than the best bid received at the time originally fixed for the sale of the Bonds in the
. bond sale notice.
The Clerk-Treasurer is hereby authorized to determine, in her discretion, to sell
the Bonds pursuant to the general provisions of Indiana Code 5-1-11 (rather than Section 2(b)
thereof), and in the event of such a determination, those portions of this Section 10 which
conflict with such provisions shall be deemed inapplicable.
Prior to the delivery of the Bonds, the Clerk-Treasurer, subject to the direction of
this Common Council, (i) shall be authorized to investigate and to obtain muniCipal bond
,insurance, other forms of credit enhancement, and/or credit ratings on the Bonds and (ii) shall
obtain a legal opinion as to the validity of the Bonds from Baker & Daniels, Indianapolis,
Indiana, bond counsel for the City, and such opinion shall be furnished to the purchasers of the
Bonds at the expense of the City. The costs of obtaining any such municipal bond insurance,
other credit enhancement, and/or credit ratings: together with bond counsel's fee in preparing and
delivering such opinion and in the performance of related services in connection with the
issuance, sale and delivery of the Bonds, shall be considered as a part of the cost of issuance of
the Bonds and shall be paid out of the proceeds of the sale of the Bonds.
SECTION 10. The Mayor is hereby authorized to execute the Bonds with his
manual or facsimile signature and the Clerk-Treasurer is hereby authorized and directed to have
such Bonds prepared and is further authorized and directed to attest the Bonds with her manual
or facsimile signature and to affix or cause to be affixed the seal of the City or a facsimile thereof
to the Bonds. After the Bonds have been properly executed, the Bonds shall be delivered to the
purchaser or purchasers in the manner provided by law.
SECTION 11. The Common Council hereby requests, authorizes and directs the
-24-
lNIMAN1579431v1
Mayor and the Clerk-Treasurer, and each of them, for and on behalf of the City, to prepare,
execute and deliver any and all other'instruments, letters, certificates, agreements and documents
as are determined to be necessary or appropriate to consummate the transactions contemplated
by this Ordinance, and such determination shall be conclusively evidenced by the execution
thereof. The instruments, letters, certificates, agreements, and documents, including the Bonds,
necessary or appropriate to consummate the transactions contemplated by this Ordinance shall,
upon execution, as contemplated herein, constitute the valid and binding obligations or
representations and warranties of the City, the full performance and satisfaction of which by the
,City is hereby authorized and directed,
SECTION 12, The Bonds, when fully paid for and delivered to the purchaser or
purchasers, and any bonds hereafter issued on a parity therewith, as to both principal and interest,
shall be valid and binding special revenue obligations of the City, on a parity with the payment
obligations to be made pursuant to the outstanding Secured Obligations, payable solely out of the
CarT revenues distributed to the City pursuant to the Act deposited and set aside into the
Sinking Fund, as hereinafter provided, and the proceeds derived from the sale of the Bonds shall
be and are hereby set aside for application by the City solely to the payment of the costs of the
Proj ect, together with costs and expenses incidental thereto, including costs and expenses in
connection with the issuance ofthe Bonds, as provided herein.
SECTION \3, The CarT revenues distributed to the City pursuant to the Act
shall be used and applied by the City only as provided in the COlT Ordinance, this Ordinance
and in strict accordance with the provisions of the Act All of such revenues to be applied to
Obligations shall be segregated and kept in special accounts separate and apart from all other
funds of the City and shall be used and applied in payment of Obligations which by their terms
-25-
INIMAN1579431v1
m;e payable from such revenues. The County Option Income Tax Fund is hereby created and is
hereby designated and constituted as the fund for the payment of the interest on and principal of
the Bonds. Said fund shall be continued until all of the Bonds have been paid. .. The "County
Option Income Tax Fund" shall consist of (i) a Bond Principal and Interest Account (which
account shall be referred to as the "Sinking Fund" and which account the City hereby covenants
and agrees to cause to be kept and maintained so long as needed for the purposes set forth
herein), and (ii) an Excess Account. All of the COlT revenues distributed to the City pursuant to
the Act, upon satisfaction of the parity claims of the outstanding Secured Obligations, shall be
,set aside in the following accounts in the following order of priority and to the extent indicated
below:
(I) Bond Principal and Interest Account; and
(2) Excess Account.
(a) Bond Principal and Interest Account. As soon as possible upon receipt by the
City of its monthly COlT revenue distribution (each, a "Distribution"), but in any event not later
than the last day of each month, there shall be set aside and paid into the Bond Principal and
Interest Account, upon satisfaction of the parity claims of the outstanding Secured Obligations, a
sufficient amount for the payment of (a) the interest on all Bonds as such interest shall fall due,
(b) the necessary fiscal agency charges for paying the principal of and interest on all Bonds, and
(c) the principal of all Bonds as such principal shall fall due. The monthly payments into the
Bond Principal and Interest Account shall be in an amount equal to at least one-sixth (1/6) of the
amount required for such payments on the next Interest Payment Date (provided that such
fractional amount shall be appropriately modified to provide for the first principal and first
interest payments) and shall continue until such time as the Bond Principal and Interest Account
-26-
rNIMANI579431vl
sl)all contain an amount sufficient to pay all of the Bonds then outstanding, together with the
interest thereon to the dates of maturity thereof.
(b) Excess Account. Any remaining CarT revenues distributed to the City
pursuant to the Act after satisfaction of the parity claims of the outstanding Secured Obligations
and the required deposit into the Bond Principal and Interest Account shall be deemed excess
funds and shall be deposited in the Excess Account for appropriation and use as permitted by
law. In the event of any deficiency at any time in the Bond Principal and Interest Account for
the purposes of paying the interest on or principal of the Bonds, funds may be withdrawn from
,the Excess Account for deposit into said Bond Principal and Interest Account in the amount of
such deficiency.
SECTION 14. Any accrued interest and premium received at the time of the
delivery of the Bonds shall be deposited into the Bond Principal and Interest Account. The
remaining proceeds from the sale of the Bonds shall be deposited in a special fund to be
designated as the "2002 City of Carmel COlT Project Construction Fund" (the "2002 City
Construction Fund"). Such fund shall be deposited with a legally qualified depository or
depositories for funds of the City as provided by law and shall be segregated and kept separate
and apart from ail other funds of the City and may be invested as permitted by law. The money
in the 2002 City Construction Fund shall be expended only for the purpose of paying the costs of
the Project together with costs and expenses in connection with the issuance of the Bonds. Any
balances in the 2002 City Construction Fund after the completion of the Project which are not
required to meet unpaid obligations incurred in connection with the acquisition,. construction,
installation and equipping of the Project together with costs and expenses in connection with the
issuance of the Bonds, shall either be deposited into the Bond Principal and Interest Account of
.27-
INIMANI579431v1
the County Option Income Tax Fund and used for. the purposes of that account as provided for
herein, or be used as otherwise provided by law.
SECTION IS. The provisions of this Ordinance shall be construed to create a
trust in the proceeds of the sale of the Bonds for the uses and purposes herein set forth, and the
registered owners of the Bonds shall retain a lien on such proceeds until the same are applied in
accordance with the provisions of this Ordinance. The provisions of this Ordinance shall also be
construed to create a trust in the COlT revenues distributed to the City pursuant to the Act herein
directed to be set apart and paid into the Sinking Fund for purposes of said fund as in this
.Ordinance set forth.
SECTION 16. If, when the Bonds or a portion thereof shall have become due and
payable in accordance with their terms and the whole amount of the principal of and premium, if
any, and interest so due and payable upon on all of the Bonds or a portion thereof then
outstanding shall be paid; or (i) sufficient moneys, or (ii) direct obligations of, or obligations the
principal of and interest on which are unconditionally guaranteed by, the United States of
America, the principal of and the interest on which when due will provide sufficient moneys for
such purpose, or (iii) time certificates of deposit fully secured as to both principal and interest by
obligations of the kind described in (ii) above of a bank or banks, the principal of and interest on
which when due will provide sufficient moneys for such purpose, shall be held in trust for such
purpose, then and in such event the Bonds or such portion thereof shall no longer be deemed')
outstanding or entitled to the pledge of COlT revenues distributed to the City pursuant to the Act
deposited into the Sinking Fund.
-28-
rNIMANI579431vl
SECTION 17. In order to preserve the excludability from gros's income of
interest on the Bonds under federal law, the City represents, covenants and agrees that, to the
extent necessary to preserve such excludability:
(a) No person or entity or any combination thereof, other than the City
or any other governmental unit ("Governmental Unit") within the meaning of
Section 141(b)(6) and Section 150(a)(2) of the Internal Revenue Code of 1986, as
amended, and as in effect on the date of delivery of the Bonds (the "Code"), will
use more than ten percent (10%) of the proceeds' of the Bonds or property
financed by such proceeds other than as a member of the general public.. No
person or entity or any combination thereof other than the City or any other
Governmental Unit will own property financed by more than ten percent (10%) of
the proceeds of the Bonds or will have actual or beneficial use of more than ten
percent (10%) of such property pursuant to a lease, a management or incentive
payment contract, an arrangement such as a take-or-pay or other type of ouiput
contract or any other type of arrangement that differentiates that person's or
entity's use of such property from the use of such property by the public at large,
except pursuant to a management or similar contract which satisfies the
requirements ofIRS Revenue Procedure 97-13;
(b) No Bond proceeds will be lent to any entity or person. No Bond
proceeds will be transferr~d directly or indirectly transferred or deemed
transferred to a person other than a Governmental Unit in a fashion that would in
substance constitute a loan of such Bond proceeds;
.29-
INIMANI579431vl
(c) The City will not take any action or fail to take any action with
respect to the Bonds that would result in the loss of the excludability from gross
income for federal income tax purposes of interest on the Bonds pursuant to
Section 103(a) of the Code, and the Common Council will not act in any manner
or permit any actions by officers or officials of the City that would adversely
affect such excludability. The City further covenants that it will keep full,
complete and accurate records of all investment income and other earnings on the
amounts held in the funds and accounts created or referred to in this Ordinance
and will not make any investment or do any other act or thing during the period
that any Bond is outstanding hereunder which would cause any Bond to be an
"arbitrage bond" within the meaning of Section 148 of the Code and regulations
applicable thereto as in effect on the date of delivery of the Bonds. The City shall
comply with the arbitrage rebate requirements under Section 148 of the Code to
the extent applicable;
(d) All officers, employees and agents of the City are hereby
authorized and directed to provide certifications of facts and estimates that are
material to the reasonable expectations of the City as of the date that the Bonds
are issued, and to make covenants on behalf of the City evidencing the City's
commitments made herein. In particular, any and all appropriate officers,
employees and agents of the City are authorized to certify and/or enter into
covenants for the City regarding (i) the facts and circumstances and reasonable
expectations of the City on the date that the Bonds are issued and (ii) the
-30-
rN]MAN] 57943]v1
representations and covenants made herein by the City regarding the amount and
use of the proceeds ofthe Bonds; and
(e) The Clerk-Treasurer is hereby authorized and directed to employ
consultants and attorneys from time to time to advise the City with respect to .the
requirements under federal law for the continuing preservation of the
excludability of interest on the Bonds from gross income for purposes of federal
income taxation.
SECTION 18. Notwithstanding any other provisions of this Ordinance, any of the
,covenants and authorizations contained in this Ordinance (the "Tax Sections") which are
designed to preserve the excludability of interest on the Bonds from gross income for purposes
of federal income taxation (the "Tax Exemption") need not be complied with if the City receives
an opinion of nationally recognized bond counsel that compliance with such Tax Section is
unnecessary to preserve the Tax Exemption.
SECTION 19. The Common Council may, without the consent of, or notice to,
any of the owners of the Bonds, adopt a supplemental ordinance for anyone or more of the
following purposes:
(a) To cure any ambiguity or formal defect or omission in this
Ordinance;
(b) To grant to or confer upon the owners of the Bonds any additional
benefits, rights, remedies, powers, authority or security that may lawfully be
granted to or conferred upon the owners of the Bonds, or to make any change
which, in the judgment of the City, is not to the prejudice of the owners of the
Bonds;
-31-
lNIMANI579431vl
(c) To modify, amend or supplement this Ordinance to permit the
qualification of the Bonds for sale under the securities laws of the United States of
America or of any of the states of the United States of America;
(d) To provide for the refunding or advance refunding of the Bonds;
(e) To procure a rating on the Bonds from a nationally recognized
securities rating agency designated in such supplemental ordinance, if such
supplemental ordinance will not adversely affect the owners ofthe Bonds; and'
(f) Any other purpose which, in the judgment of the City, does not
adversely impact the interests of the owners of the Bonds.
SECTION 20. This Ordinance, and the rights and obligations of the City and the
owners of the Bonds may be modified or amended at any time by supplemental ordinances
adopted by the Common Council with the consent of the owners of the Bonds holding at least
sixty percent (60%) in aggregate principal amount of the outstanding Bonds (exclusive of Bonds,
if any, owned by the City); provided, however, that no such modification or amendment shall,
withont the express consent of the owners of the Bonds affected, reduce the principal amount of
any Bond, reduce the interest rate payable thereon, advance the earliest redemption date, extend
its maturity or the times for paying interest thereon, permit a privilege or priority of any Bond or
Bonds over any other Bond or Bonds, create a lien securing any Bonds other than a lien ratably
securing all of the Bonds outstanding, or change the monetary medium in which principal and
interest are payable, nor shall any such modification or amendment reduce the percentage of
consent required for amendment or modification to this Ordinance.
Any act done pursuant to a modification or amendment so consented to shall be
binding upon all the owners of the Bonds and shall not be deemed an infringement of any of the
-32-
lNIMANI579431v1
provisions of this Ordinance or of the Indiana Code, and may be done and performed as fully and
freely as if expressly permitted by the terms of this Ordinance, and after such consent relating to
such specified matters has been given, no owner shall have any right or interest to object to such
action or in any manner to question the propriety thereof or to enjoin or restrain the Common
Councilor any officer thereof from taking any action pursuant thereto.
If the Common Council shall desire to obtain any such consent, it shall cause the
Registrar and Paying Agent to mail.a notice, postage prepaid~ to the respective owners of the
Bonds at their addresses appearing on the registration books held by the Registrar and Paying
,Agent. Such notice shall briefly set forth the nature of the proposed supplemental ordinance and
shall state that a copy thereof is on file at the office of the Registrar and Paying Agent for
inspection by all owners of the Bonds. The Registrar and Paying Agent shall not, however, be
subject to any liability to any owners of the Bonds by reason of its failure to mail the notice
described in this Section 20, and any such failure shall not affect the validity of such
supplemental ordinance when consented to and approved as provided in this Section 20.
Whenever at any time within one year after the date of the mailing .of such notice,
the Common Council shall receive an instrument or instruments purporting to be executed by the
owners of the Bonds of not less than sixty percent (60%) in aggregate principal amount of the
Bonds then outstanding (exclusive of Bonds, if any, owned by the City), which instrument or
instruments shall refer to the proposed supplemental ordinance described in such notice, and
shall specifically consent to and approve the adoption thereof in substantially the form of the
copy thereof referred to in such notice as on file with the Registrar and Paying Agent, thereupon,
but not otherwise, the City may adopt such supplemental ordinance in substantially such form,
-33-
INIMANI579431vl
~ithout liability or responsibility to any owners of the Bonds, whether or not such oWner shall
have consented thereto.
Upon the adoption of any supplemental ordinance pursuant to the provisions of
this Section 20, this Ordinance shall be, and be deemed to be, modified and amended in
accordance therewith, and the respective rights, duties and obligations under this Ordinance shall
thereafter be determined, exercised and enforced hereunder, subject in all respects to such
modifications and amendments.
SECTION 21. All of the COlT revenues distributed to the City pursuant to the
,Act deposited into the Sinking Fund shall be and are hereby irrevocably pledged to the payment
of the principal of and interest on the Bonds and any Secured Obligations constituting bonds
payable from the Sinking Fund hereafter issued on a parity therewith.
SECTION 22. The City, acting through its Common Council, may not identify
any obligation, other than the outstanding Secured Obligations and the Bonds, as an obligation
secured by the COlT Ordinance unless:
(a) All interest, principal rental and other amounts payable under the then
outstanding Secured Obligations due on or before such identification have been paid in
accordance with their terms.
(b) There is delivered to or for the benefit of each obligee under each then
outstanding Secured Obligation a report or certificate prepared by an independent
certified public accountant or independent financial advisor to the effect that either:
(i) the sum of the Monthly Distributions in the calendar year immediately preceding the
calendar year in which such Obligation is so identified was not less than one hundred
twenty-five percent (125%) of the maximum interest, principal, rental or other amounts
-34-
INIMANI579431vl
payable under such Obligation and any other then outstanding Secured Obligations in any
future calendar year; or (ii) the sum of the Monthly Distributions in the calendar year
immediately succeeding the calendar year in which such Obligation is so identified are
projected to be equal to at least one hundred twenty-five percent (125%) of the maximum
interest, principal, rental or other amounts payable under such Obligation and any other
then outstanding Secured Obligations in any future calendar year.
(c) The interest, principal, rental or other amount payable under such
Obligation is payable on June 15 and December 15 in the years in which such Obligation
is outstanding.
SECTION 23. The Clerk-Treasurer shall, prior to the sale of the Bonds, set forth
in a certificate (the "Clerk-Treasurer's Certificate") the first interest and principal payment dates,
the principal amounts and maturities of the Bonds, the percentage of par at which the Bonds shall
be sold and any other matters required by this Ordinance to be provided in the Clerk- Treasurer's
Certificate.
The Bonds shall be offered and sold pursuant to an Official Statement with
respect to the Bonds (the "Official Statement"), to be made available and distributed in such
manner, at such times, for such periods and in such number of copies as may be required
pursuant to Rule 15c2-12 promulgated by the United States Securities and Exchange
Commission (the "Rule") and any and all applicable rules and regulations of the Municipal
Securities Rulemaking Board. The Common Council hereby authorizes the Mayor (a) to
authorize and approve a Preliminary Official Statement, as the same may be appropriately
confirmed, modified and amended for distribution as the Preliminary Official Statement of the
City; (b) on behalf of the City, to designate the Preliminary Official Statement a "final" Official
.35-
INIMAN1579431vl
Statement with respect to the Bonds, subject to completion as permitted by and otherwise
pursuant to the Rule; and (c) to authorize and approve the Preliminary Official Statement to be
placed into final form and to enter into such agreements or arrangements as may be necessary or
advisable in order to provide for the distribution of a sufficient number of copies of the Official
Statement under the Rule. The Mayor is further authorized to execute an agreement in
connection with the offering of the Bonds in accordance with the Rule by which the City agrees
to undertake such continuing disclosure obligations as may be required under the Rule.
The Clerk-Treasurer is hereby authorized and directed to have the Bonds
'prepared, and the Mayor and the Clerk-Treasurer are hereby authorized and directed to execute
or cause the execution of the Bonds in the form and manner substantially hereinbefore provided.
Temporary Bonds in typed or mimeographed form may be delivered to the original purchaser
thereof pending preparation of the definitive Bonds.
SECTION 24. In the event that any date established for the payment of principal
of or interest on the Bonds shall be in the city of such payment a Saturday, Sunday or a legal
holiday or other day on which banking institutions are authorized by law to close, then any such
payment of principal or interest may be made on the next succeeding business day with the same
force and effect as if made on the established date.
SECTION 25. If any section, paragraph or provision of this Ordinance shall be
held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this
Ordinance.
SECTION 26. This Ordinance shall be in full force and effect from and upon
compliance with the procedures required by law, and all ordinances in conflict herewith are
.36-
INIMAN1579431v1
hereby repealed to the extent of such conflict, provided that nothing in this Ordinance shall be
construed to affect the provisions of the COlT Ordinance.
* * *
-37-
INIMANI579431vl
day of
PASSED by the Common Council of the City of Carmel, Indiana, this
,2002,
COMMON COUNCIL OF THE CITY OF CARMEL
Presiding Officer
Kevin Kirby
Wayne Wilson, President Pro Tempore
John Koven
Robert Battreall
N. 1. Rundle
Ronald E, Carter
Luci Snyder
ATTEST:
Diana 1. Cordray, Clerk-Treasurer
of
Presented by me to the Mayor of the City of Carmel, Indiana, on this _ day
, 2002, at _ o'clock _,m,
Diana 1. Cordray, Clerk-Treasurer
Approved by me, Mayor of the City of Carmel, Indiana, this _ day of
, 2002, at _ o'clock _,m, .
James Brainard, Mayor
ATTEST:
Diana 1. Cordray, Clerk-Treasurer
.38-
lNIMANI579431vl
Sponsor: Council President Wilson
EXHIBIT A
DESCRIPTIONS OF THE ROAD AND INTERSECTION PROJECTS
Old Town Improvement (SW Ouadrant)
Includes Construction & Engineering (no land costs):
. Road and infrastructure improvements (roads, storm sewers, sidewalks, street lights, etc.
similar to previous Old Town improvements) including the following street sections:
'.. 1st Street SW from 4th Avenue SW to Range Line Road, 1400' total reconstruction with
sidewalk on the north for full length & on the south from 2nd Avenue SW to Range Line
Road
. 3rd Avenue SW from 1st Street SW to West Main 300' total reconstruction with sidewalk on
the west
. 1 st Avenue SW from I st Street SW to West Main 300' mill and overlay with sidewalk on one
side
1 06th & Grav Road Intersection Improvement
Includes Construction, Land & Engineering:
. Intersection improvement assumes little or no land costs.
Grav Road Improvements
Includes Construction, Land & Engineering:
. Correction South of Woodfield Drive - removal of crest in road profile elevation to increase
safety and visibility for Gray Road and subdivision entrances.
. Correction at Northern Kingwood ingress/egress - removal of crest in road profile elevation
to increase safety and visibility for Gray Road and subdivision entrances.
Rangeline Road Improvements
Includes Construction & Engineering:
. From 116th Street to 126th Street - The length of this project is about 1/3 mile. Upgraded
signal at Medical Drive with lighting and other features to tie this portion of Rangeline into
recent improvements on Carmel Drive and 126th Street and future improvements at 116th
Street and Rangeline Road.
. Also includes 136th Street and Rangeline Road New Signal - may involve removal of
building(s), but intersection needs to be upgraded and widened to accommodate turning
movements.
A-I
INIMAN15794Jlvl
Sponsor: Council President Wilson
S pringmill Road Intersection Improvements
Includes Construction, Land & Engineering:
.. Includes intersection improvements at Springmill and 131 st Street and at Springmill and 136th
Street.
Carmel Drive Improvements (Phase II)
Includes Construction, Land & Engineering:
. Includes the next phase of road and streetscape improvements from Rangeline Road west to
the 3rd Avenue SW. This is approximately 1/2 the length of the first phase, 'and includes a
new signal at 3'd Avenue SW. This project includes curbs, drainage and lighting and a
separated pedestrian crossing for the Monon.
,
Prepared by Thomas A. Pitman, Baker & Daniels, 600 East 96th Street, Suite 600, Indianapolis,
Indiana 46240,317-569-4649.
A-2
lNIMANI579431vl
Sponsor: Council President Wilson
EXHIBIT B
MATTERS RELATING TO PROJECT CHANGES
Prior to the issuance of the Bonds, the Conunon Council, the Mayor and the Board of
Public Works shall enter into an agreement containing substantially the following terms:
Section I. Contract Approvals. From and after the date hereof, the Board of Public
Works shall approve all agreements or contracts, and change orders to any such agreements or
contracts or to agreements or contracts entered into prior to the date hereof, for the' expenditure
of Proceeds (singly or together hereafter referred to as "contracts" or "change orders"), and shall
conduct all bid proceedings, ifrequired by applicable law, with respect thereto.
Section 2. Expenditures. From and after the date hereof, the Board of Public Works
. shall not enter into and execute any contract nor award any bid for a contract, or issue any
change order, which contemplates or involves any Expenditure (as hereinafter defined), unless
such contract (including any award of a bid for a contract) or change order is approved by the
Board of Public Works and the Council in accordance with Section 3 hereof.
Section 3. Approval. After the Board of Public Works approves any proposed
contract (including any proposed award of a bid for a contract) or proposed change order for any
Expenditure, the Board of Public Works shall deliver written notice of its approval of such
proposed contract (or proposed award of bid) or proposed change order to the Clerk-Treasurer,
together with instructions to deliver a copy of such notice to each member of the Council by the
close of business on the business day after the Board of Public Works' delivery of such notice to
the Clerk-Treasurer. lfthe Board of Public Works so delivers such notice and instructions, the
Council shall be deemed to have approved such contract (or award of bid) or change order at the
close of business on the fifth business day after the date by which the Clerk-Treasurer was so
instructed by the Board of Public Works to deliver a copy of such notice to each member of the
Council (the "Effective Date"), unless: (a) by the close of business on the Effective Date, any
member of the Council who disputes in writing such proposed contract (or proposed award of
bid) or proposed change order requests the Clerk- Treasurer to place such dispute on the agenda
for the next meeting of the Council; and (b) at such meeting, the Council disapproves such
proposed contract (or proposed award of bid) or proposed change order by a vote of a majority of
the elected members.ofthe Council.
Section 4. Definitions. For purposes of this Agreement, each of the following terms
shall have the meaning assigned to it by this Section 4:
(a) "Expenditure" means any payment or other disposition of any Proceeds,
excluding: (i) any payment of principal of or premium, if any, or interest on the Bonds,
(ii) any payment of architectural, engineering, accounting, financial advisory, legal or
other professional services, (iii) any payment of any costs of issuance of the Bonds, (iv)
INIMANI 579366vl
Sponsor: Council President Wilson
any investment of any Proceeds in any interest-bearing instruments, or (v) any
payment(s) or other disposition(s), whether individually or in the aggregate ifthe
contracted matter for which payment(s) or disposition(s) is/are being made is completed
in one or more steps or is part of a set or series of related contracted matters with a single
person or vendor, of any Proceeds in an amount less than $75,000.
(b) "Proceeds" means any amounts received by the City from its original
issuance and sale of the Bonds, and any interest earnings thereon.
Section 5. Amendments. This Agreement may be amended or terminated only by the
written agreement of all the parties hereto.
Section 6. Governing Law. This Agreement and the rights and obligations hereunder
shall be governed by and construed and enforced in accordance with the internal laws of the
,State oflndiana, without reference to any choice of law principles.
Section 7. Severabilitv. If any portion of this Agreement is held or deemed to be, or
is, invalid, illegal, inoperable or unenforceable,the validity, legality, operability and
enforceability of the remaining portions of this Agreement shall not be affected, and this
Agreement shall be construed as of it did not contain such invalid, illegal, inoperable or
unenforceable portion.
Section 8. Intemretation. The use herein of the singular shall be construed to include
the plural, and vice versa. Unless otherwise indicated, the words "hereof," "herein," "hereby"
and "hereunder," and words of similar import, refer to this Agreement as a whole and not to any
particular section, subsection, clause or other portion of this Agreement.
Section 9. Captions. The captions appearing in this Agreement are included herein
for convenience of reference only, and shall not be deemed to define, limit or extend the scope or
intent of any rights or obligations under this Agreement.
Prepared by Thomas A. Pitman, Baker & Daniels, 600 East 96th Street, Suite 600, Indianapolis,
Indiana 46240,317-569-4649.
INIMANI 579366vl